Shares of Spirit Airlines (NYSE:SAVE) declined over 8% Monday morning after its Board said the proposal received from JetBlue Airways (NASDAQ:JBLU) does not constitute a 'Superior Proposal' over its previously announced deal with Frontier Group Holdings (NASDAQ:ULCC), the parent company of Frontier Airlines.
JetBlue's latest so-called "enhanced superior proposal" to acquire Spirit was $33 per share in cash, a significant premium to Spirit's current price. Along with the cash, JetBlue's enhanced proposal included a divestiture commitment, a remedy package to address regulatory concerns, and a $200 million reverse break-up fee.
"By creating a national competitor to the Big Four airlines, this transaction would deliver meaningful benefits for customers, superior value for shareholders of both airlines, and new opportunities for our combined crewmembers," said Robin Hayes, chief executive officer of JetBlue. "We have confidence that we can complete this transaction to bring more low fares and great service to more customers. A JetBlue-Spirit combination will deliver enhanced financial strength and accelerate revenue growth and profitability for JetBlue shareholders."
However, Spirit's Board determined that the proposed transaction is "not reasonably capable of being consummated," and the Board believes that the pending transaction with Frontier represents the best opportunity to maximize value.
"Spirit continues to believe in the strategic rationale of the proposed merger with Frontier and is confident that it represents the best opportunity to maximize long-term shareholder value," said Mac Gardner, Chairman of the Board of Directors for Spirit Airlines. "After a thorough review and extensive dialogue with JetBlue, the Board determined that the JetBlue proposal involves an unacceptable level of closing risk that would be assumed by Spirit stockholders. We believe that our pending merger with Frontier will start an exciting new chapter for Spirit and will deliver many benefits to Spirit shareholders, Team Members and Guests."
By Louis Juricic